Stockholders' Equity | 9 Months Ended |
Jan. 31, 2014 |
Stockholders' Equity | ' |
(12) Stockholders’ Equity: |
Treasury Stock |
During fiscal 2013, our board of directors authorized the repurchase of up to $35.0 million of our common stock, subject to certain conditions, in the open market or privately negotiated transactions on or prior to June 30, 2013. We repurchased 2,099,603 shares of our common stock during fiscal 2013 for $20.0 million, utilizing cash on hand, leaving $15.0 million of our common stock authorized to be repurchased. During the nine months ended January 31, 2014, our board of directors authorized the repurchase of up to $115.0 million of our common stock, of which up to $75.0 million was authorized for purchase in a tender offer and the remainder of which could be repurchased in the open market or in privately negotiated transactions. This $115.0 million authorization replaced the stock repurchase program that had been authorized in fiscal 2013. During the nine months ended January 31, 2014, we repurchased 1,417,233 shares of our common stock pursuant to the tender offer that expired on July 23, 2013 for $15.6 million and 8,740,471 shares of our common stock in the open market for $99.4 million utilizing cash on hand. We have now completed our $115.0 million stock repurchase program. Fees and expenses incurred related to the tender offer and open market purchases were $887,000 and were recorded in treasury stock. |
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Earnings per Share |
The following table provides a reconciliation of the income amounts and weighted average number of common and common equivalent shares used to determine basic and diluted earnings per share for the nine months ended January 31, 2014 and 2013 (in thousands, except per share data): |
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| | For the Three Months Ended January 31, | | | For the Nine Months Ended January 31, | |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | |
Net income/(loss) | | | | | | | | | | | | | | | | |
Income from continuing operations | | $ | 20,057 | | | $ | 17,506 | | | $ | 63,728 | | | $ | 52,776 | |
Income/(loss) from discontinued operations, net of tax | | | 728 | | | | (2,930 | ) | | | 521 | | | | 771 | |
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Net income | | $ | 20,785 | | | $ | 14,576 | | | $ | 64,249 | | | $ | 53,547 | |
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Weighted average shares outstanding - Basic | | | 55,583 | | | | 65,149 | | | | 59,815 | | | | 65,457 | |
Dilutive effect of stock option and award plans | | | 1,441 | | | | 1,272 | | | | 2,250 | | | | 1,452 | |
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Diluted shares outstanding | | | 57,024 | | | | 66,421 | | | | 62,065 | | | | 66,909 | |
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Earnings per share - Basic (a) | | | | | | | | | | | | | | | | |
Income from continuing operations | | $ | 0.36 | | | $ | 0.27 | | | $ | 1.07 | | | $ | 0.81 | |
Income/(loss) from discontinued operations | | $ | 0.01 | | | $ | (0.04 | ) | | $ | 0.01 | | | $ | 0.01 | |
Net income | | $ | 0.37 | | | $ | 0.22 | | | $ | 1.07 | | | $ | 0.82 | |
Earnings per share - Diluted (a) | | | | | | | | | | | | | | | | |
Income from continuing operations | | $ | 0.35 | | | $ | 0.26 | | | $ | 1.03 | | | $ | 0.79 | |
Income/(loss) from discontinued operations | | $ | 0.01 | | | $ | (0.04 | ) | | $ | 0.01 | | | $ | 0.01 | |
Net income | | $ | 0.36 | | | $ | 0.22 | | | $ | 1.04 | | | $ | 0.8 | |
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(a) | Net income per share may not equal earnings per share from continuing plus discontinued operations due to rounding. | | | | | | | | | | | | | | | |
For the three months ended January 31, 2014 and 2013, 40,635 and 165,946 shares of common stock, respectively, issuable upon the exercise of stock options were excluded from the computation of diluted earnings per share because the effect would be antidilutive. |
For the nine months ended January 31, 2014 and 2013, 88,965 and 209,441 shares of common stock, respectively, issuable upon exercise of stock options were excluded from the computation of diluted earnings per share because the effect would be antidilutive. |
Stock Option and Employee Stock Purchase Plans |
We have two Stock Plans (“SPs”): the 2004 Incentive Stock Plan and the 2013 Incentive Stock Plan. New grants under the 2004 Incentive Stock Plan have not been made since the approval of the 2013 Incentive Stock Plan at our September 23, 2013 annual meeting of stockholders. All new grants covering all participants are issued under the 2013 Incentive Stock Plan. |
The 2013 Incentive Stock Plan authorizes the issuance of 3,000,000 shares, plus any shares that were reserved and remained available for grant and delivery under the 2004 Incentive Stock Plan as of September 23, 2013, the effective date of the 2013 Incentive Stock Plan. The plan permits the grant of options to acquire common stock, restricted stock awards, restricted stock units (“RSUs”), stock appreciation rights, bonus stock and awards in lieu of obligations, performance awards, and dividend equivalents. Our board of directors, or a committee established by our board, administers the SPs, selects recipients to whom awards are granted, and determines the grants to be awarded. Options granted under the SPs are exercisable at a price determined by our board or committee at the time of grant, but, in no event, less than fair market value of our common stock on the date granted. Grants of options may be made to employees and directors without regard to any performance measures. All options issued pursuant to the SPs are nontransferable and subject to forfeiture. |
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Unless terminated earlier by our board of directors, the 2013 Stock Plan will terminate at the earliest of (1) the tenth anniversary of the effective date of the 2013 Stock Plan, or (2) such time as no shares of common stock remain available for issuance under the plan and we have no further rights or obligations with respect to outstanding awards under the plan. The date of grant of an award is deemed to be the date upon which our board of directors or board committee authorizes the granting of such award. |
Except in specific circumstances, awards vest over a period of three years and are exercisable for a period of 10 years. The plan also permits the grant of awards to non-employees, which the board has granted in the past. A separate option grant, outside of the 2004 Incentive Stock Plan, for 500,000 shares was made at an exercise price of $1.47 per share in connection with the hiring of our former President and Chief Executive Officer during the fiscal year ended April 30, 2005. Our former President and Chief Executive Officer retired on September 26, 2011 but continues his service as a member of our board of directors and was appointed co-vice chairman of the board. As of January 31, 2014, there were 100,000 options outstanding relating to this grant, which expire on December 6, 2014. |
The number of shares and weighted average exercise prices of (i) options granted under the SPs and (ii) the separate option grant to our former President and Chief Executive Officer outside of the SPs for the nine months ended January 31, 2014 and 2013 are as follows: |
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| | For the Nine Months Ended January 31, | |
| | 2014 | | | 2013 | |
| | | | | Weighted- | | | | | | Weighted- | |
| | | | | Average | | | | | | Average | |
| | Shares | | | Exercise Price | | | Shares | | | Exercise Price | |
Options outstanding, beginning of year | | | 3,019,127 | | | $ | 5.31 | | | | 3,988,164 | | | $ | 4.67 | |
Granted during the period | | | — | | | | — | | | | 3,500 | | | | 11.02 | |
Exercised during the period | | | (508,800 | ) | | | 2.76 | | | | (837,842 | ) | | | 4.1 | |
Canceled/forfeited during period | | | (28,000 | ) | | | 5.59 | | | | (105,496 | ) | | | 3.91 | |
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Options outstanding, end of period | | | 2,482,327 | | | $ | 5.83 | | | | 3,048,326 | | | $ | 4.86 | |
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Weighted average remaining contractual life | | | 5.99 years | | | | | | | | 6.39 years | | | | | |
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Options exercisable, end of period | | | 2,003,639 | | | $ | 5.81 | | | | 2,003,040 | | | $ | 5.05 | |
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Weighted average remaining contractual life | | | 5.56 years | | | | | | | | 5.23 years | | | | | |
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The aggregate intrinsic value of outstanding options as of January 31, 2014 and 2013 was $18.4 million and $13.0 million, respectively. The aggregate intrinsic value of outstanding options that were exercisable as of January 31, 2014 and 2013 was $15.0 million and $8.8 million, respectively. The aggregate intrinsic value of the options exercised for the nine months ended January 31, 2014 and 2013 was $4.8 million and $5.1 million, respectively. At January 31, 2014, the total unamortized fair value of outstanding options was $531,000, which is expected to be recognized over the remaining weighted average vesting period of 0.63 years. |
On September 26, 2011, our stockholders approved our 2011 Employee Stock Purchase Plan (“ESPP”). All options and rights to participate in our ESPP are nontransferable and subject to forfeiture in accordance with our ESPP guidelines. In the event of certain corporate transactions, each option outstanding under our ESPP will be assumed or an equivalent option will be substituted by the successor corporation or a parent or subsidiary of such successor corporation. During the nine months ended January 31, 2014 and 2013, 84,081 and 92,476 shares were purchased under our ESPP, respectively. |
We measure the cost of employee services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. We calculate the fair value of our stock options issued to employees using the Black-Scholes model at the time the options are granted. That amount is then amortized over the vesting period of the option or warrant. With our ESPP, fair value is determined at the beginning of the purchase period and amortized over the term of each exercise period. |
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The following assumptions were used in valuing our options and ESPP purchases during the nine-month periods ended January 31, 2014 and 2013: |
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| | For the Nine Months Ended January 31, | | | | | | | | | |
| | 2014 | | | 2013 | | | | | | | | | |
Stock option grants: | | | | | | | | | | | | | | | | |
Risk-free interest rate | | | — | | | | 0.31 | % | | | | | | | | |
Expected term | | | — | | | | 5.84 - 7.84 years | | | | | | | | | |
Expected volatility | | | — | | | | 70 | % | | | | | | | | |
Dividend yield | | | — | | | | 0 | % | | | | | | | | |
Employee Stock Purchase Plan: | | | | | | | | | | | | | | | | |
Risk-free interest rate | | | 0.4 | % | | | 0.14 | % | | | | | | | | |
Expected term | | | 6 - 12 months | | | | 6 months | | | | | | | | | |
Expected volatility | | | 35.2 | % | | | 63.7 | % | | | | | | | | |
Dividend yield | | | 0 | % | | | 0 | % | | | | | | | | |
We estimate expected volatility using historical volatility for the expected term. The fair value of each stock option or ESPP purchase was estimated on the date of the grant using the Black-Scholes option pricing model (using the risk-free interest rate, expected term, expected volatility, and dividend yield variables). The total stock-based compensation expense, including stock options, purchases under our ESPP, and RSUs and performance-based RSUs (“PSUs”), was $6.7 million and $3.1 million for the nine months ended January 31, 2014 and 2013, respectively. Stock-based compensation expense is included in cost of sales, sales and marketing, research and development, and general and administrative expenses. |
We grant service-based RSUs to employees, consultants, and directors. The awards are made at no cost to the recipient. An RSU represents the right to acquire one share of our common stock but does not carry voting or dividend rights. Except in specific circumstances, RSU grants to employees generally vest over a period of three years with one-third of the awards vesting on each anniversary date of the grant date. The aggregate fair value of our RSU grants is being amortized to compensation expense over the vesting period. |
We grant PSUs with market conditions to our executive officers. We grant PSUs without market conditions to our employees who are not executive officers, including for the successful implementation of our new enterprise resource planning (“ERP”) system. At the time of grant, we calculate the fair value of our market condition PSUs using the Monte-Carlo simulation (using the risk-free interest rate, expected volatility, the correlation coefficient utilizing the same historical price data used to develop the volatility assumptions and dividend yield variables). |
The market-condition PSUs vest, and the fair value of such PSUs will be recognized, over the corresponding three-year performance period. Our market-condition PSUs have a maximum aggregate award equal to 200% of the target amount granted. The number of market-condition PSUs that may be earned depends upon the total stockholder return (“TSR”) of our common stock compared to the TSR of the Russell 2000 Index (the “RUT”) or the NASDAQ Composite Index (the “IXIC”), as applicable, over the three-year performance period. Our stock must outperform the RUT or the IXIC, as applicable, by 10% in order for the target award to be earned. |
During the nine months ended January 31, 2014, we granted 457,156 service-based RSUs, including 250,000 RSUs to certain of our executive officers, 42,238 RSUs to our directors, and 159,918 RSUs to non-executive officer employees. In addition, we granted and vested 30,000 market-condition PSUs to an officer and former officer in connection with a 2010 award that achieved the maximum aggregate award. Compensation expense recognized related to grants of RSUs and PSUs was $5.2 million for the nine months ended January 31, 2014. |
During the nine months ended January 31, 2014, we cancelled 16,294 service-based RSUs as a result of the service period condition not being met and delivered 276,064 shares of common stock to current employees under vested RSUs and PSUs with a total market value of $3.2 million. |
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During the nine months ended January 31, 2013, we granted 68,946 service-based RSUs and 63,050 PSUs without market-conditions to employees and cancelled 12,664 service-based RSUs and 35,000 market-condition PSUs due to the service period condition not being met. Compensation expense recognized related to grants of RSUs and PSUs was $1.3 million for the nine months ended January 31, 2013. During the nine months ended January 31, 2013, we delivered 19,863 shares of common stock to current employees, consultants, and a former employee under vested RSUs with a total market value of $161,000. |
A summary of activity in unvested RSUs and PSUs for the nine months ended January 31, 2014 and 2013 are as follows: |
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| | For the Nine Months Ended January 31, | |
| | 2014 | | | 2013 | |
| | Total # of | | | Weighted Average | | | Total # of | | | Weighted Average | |
| | Restricted | | | Grant Date | | | Restricted | | | Grant Date | |
| | Stock Units | | | Fair Value | | | Stock Units | | | Fair Value | |
RSUs and PSUs outstanding, beginning of year | | | 781,586 | | | $ | 8.42 | | | | 384,140 | | | $ | 7.91 | |
Awarded | | | 487,156 | | | | 10.32 | | | | 131,996 | | | | 9.45 | |
Vested | | | (276,064 | ) | | | 8.61 | | | | (19,863 | ) | | | 9.66 | |
Forfeited | | | (16,294 | ) | | | 8.89 | | | | (47,664 | ) | | | 5.84 | |
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RSUs and PSUs outstanding, end of period | | | 976,384 | | | $ | 9.2 | | | | 448,609 | | | $ | 8.07 | |
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As of January 31, 2014, there was $3.9 million of unrecognized compensation cost related to unvested RSUs and PSUs. This cost is expected to be recognized over a weighted average remaining contractual term of 1.2 years. |